HCW Biologics (HCWB) investor relations material

Executive summary

• Special Meeting scheduled for November 17, 2026, to seek shareholder approval for the issuance of up to 618,682 Common Warrants at $2.585 per share, related to a $1.6 million private placement completed on July 29, 2026.

• The proposal is required to comply with Nasdaq Listing Rule 5635(d), which limits issuances exceeding 19.99% of outstanding shares without shareholder approval.

• The board recommends voting FOR the proposal, emphasizing the importance of shareholder participation and compliance with Nasdaq rules.

• The proxy statement was amended to remove a previously proposed performance-based equity plan after considering shareholder feedback.

Voting matters and shareholder proposals

• Only one proposal is up for vote: approval of the issuance of Common Warrants in excess of the Nasdaq 20% cap.

• No other shareholder proposals were received; proxy holders may vote on other matters that arise at the meeting.

• Approval requires more votes cast "FOR" than "AGAINST" at the meeting.

Board of directors and corporate governance

• The board of directors is actively soliciting proxies and recommends approval of the warrant issuance.

• The board responded to shareholder feedback by amending the proxy statement and removing a prior proposal.